Supplementary Information

Transcription

1 Interim Dividend and Special Dividend The Board declared an interim dividend of 5.0 HK cents (2013: 4.5 HK cents) per share and a special dividend of 4.0 HK cents (2013: 4.5 HK cents) per share for the six months ended 30 September, payable to shareholders whose names appear on the Register of Members of the Company on Tuesday, 9 December. The interim and special dividends will be paid on or around Friday, 19 December. Closure of Register of Members For the purpose of ascertaining entitlement to the interim dividend and special dividend, the Register of Members of the Company will be closed from Monday, 8 December to Tuesday, 9 December, both days inclusive, which period no transfer of shares will be registered. In order to qualify for the interim dividend and special dividend, all valid documents for the transfers of shares accompanied by the relevant share certificates must be lodged with the Company s Hong Kong branch share registrar and transfer office, Tricor Abacus Limited, at Level 22, Hopewell Centre, 183 Queen s Road East, Hong Kong, not later than 4:30 p.m. on Friday, 5 December. Board of Directors At the AGM held on 21 August, Professor CHAN Yuk Shee, Dr LEUNG Kwok Fai Thomas and Mr TAN Wee Seng retired as independent non-executive directors of the Company by rotation. All of the aforesaid directors, being eligible, offered themselves for re-election by the Shareholders. All votings by the Shareholders were conducted by way of a poll and all of the said directors were duly re-elected at the AGM /15 55

2 Board of Directors (continued) The directors who held office 30 September and up to the date of this report are: Executive Directors Dr KWOK Siu Ming Simon, BBS, JP (Chairman and CEO) date of appointment as a Director: 3 December August 2013* Dr KWOK LAW Kwai Chun Eleanor, BBS (Vice-chairman) date of appointment as a Director: 3 December August 2013* Dr LOOK Guy (CFO) date of appointment as a Director: 10 September August March 2012* Non-Executive Director Ms LEE Yun Chun Marie-christine date of appointment as a Director: 26 February August August 2013* * * * * 56 Sa Sa International Holdings Limited Interim Report /15

3 Board of Directors (continued) Independent Non-Executive Directors Professor CHAN Yuk Shee, PhD, SBS, JP date of appointment as a Director: 1 November August 1 November * PhD * Dr LEUNG Kwok Fai Thomas, PhD, BBS, JP date of appointment as a Director: 1 January August term of directorship: the current term will terminate on 31 December and the Board resolved on 26 June to re-appoint him for a further term of three years commencing on 1 January 2015* PhD * Ms TAM Wai Chu Maria, GBM, JP date of appointment as a Director: 24 June August June 2013* * Ms KI Man Fung Leonie, SBS, JP date of appointment as a Director: 15 December August December 2012* Mr TAN Wee Seng date of appointment as a Director: 11 March August 26 August 2013* Issue of Shares During the six months ended 30 September, the Company issued and allotted a total of 1,490,000 Shares of HK$0.10 each in the Company to certain staff members, upon their exercise of share options under the share option scheme adopted by the Company on 29 August 2002 (the 2002 Share Option Scheme ) * * ,490,000 * Subject to the provisions on rotation and retirement in the articles of association of the Company. * /15 57

4 Share Options (I) 2002 Share option scheme The 2002 Share Option Scheme was approved by the Shareholders at the AGM held on 29 August The 2002 Share Option Scheme was terminated and a new share option scheme (the 2012 Share Option Scheme ) was adopted pursuant to resolutions passed by the Shareholders on 23 August The 2012 Share Option Scheme became unconditional and effective on 27 August Upon termination of the 2002 Share Option Scheme, no further options could be granted under the 2002 Share Option Scheme but the provisions of the 2002 Share Option Scheme continued to govern options granted under this scheme up to and including 23 August (I) Details of the share options granted under the 2002 Share Option Scheme and their movements are set out below: Name Director Date of grant Subscription price per Share (HK$) Exercisable period Vesting period (from the date of grant) *Closing price of the Shares immediately before the date on which the options were exercised * (HK$) 1 April Granted Number of Share Options Exercised # Lapsed # 30 September 9 30 Dr LOOK Guy 1 Mar Feb to 28 Feb years 2 4,690,998 4,690, Feb 2015 to 28 Feb ,690,998 4,690,998 note (1) note (1) 3,381,996 3,381,996 note (1) note (1) 4,690,998 4,690,998 note (1) note (1) 4,690,998 4,690,998 Employees Under Continuous Employment Contract 30 Sep Jun Sep 2013 to 29 Sep Jun to 16 Jun note (2) note (3) 6.18 (AVG) () 5.94 (AVG) () 906,000 (192,000) 714,000 4,626,000 (1,298,000) (302,000) 3,026, Jun Jun 2015 to 28 Jun note (4) 6,703,000 (1,147,000) 5,556,000 34,380,988 (1,490,000) (1,449,000) 31,441,988 * The weighted average closing price ( AVG ) is shown where appropriate. # No share option was cancelled. * # 58 Sa Sa International Holdings Limited Interim Report /15

5 Share Options (continued) (I) 2002 Share option scheme (continued) Notes: (1) The exercise of the share options is subject to certain performance targets that must be achieved by the director. The share options shall be exercised by the director not later than 28 February (2) On 30 September 2010, the Company granted share options to certain employees of the Company in order to reward them for contributing to the long term success of the business of the Group and to encourage and motivate them to continue to contribute to the success of the Group. (3) On 17 June 2011, the Company granted share options to certain employees of the Company in order to reward them for contributing to the long term success of the business of the Group and to encourage and motivate them to continue to contribute to the success of the Group. (4) On 29 June 2012, the Company granted share options to certain employees of the Company in order to reward them for contributing to the long term success of the business of the Group and to encourage and motivate them to continue to contribute to the success of the Group. The exercise of 350,000 share options out of the outstanding balance 30 September is subject to certain performance targets that must be achieved by the related employees. (I) 2002 (1) (2) (3) (4) ,000 /15 59

6 Share Options (continued) (II) 2012 Share option scheme The 2012 Share Option Scheme was adopted on 23 August 2012 and became unconditional and effective on 27 August Details of the share options granted under the 2012 Share Option Scheme and their movements the period are set out below: (II) Number of Share Options Name Date of grant Subscription price per Share (HK$) Exercisable period Vesting period (from the date of grant) 1 April 4 1 Granted Exercised # Lapsed # 30 September 9 30 Employees Under Continuous Employment Contract 21 Jun Jun 2016 to 20 Jun note 8,632,000 (1,137,000) 7,495,000 8,632,000 (1,137,000) 7,495,000 # There is no share option cancelled. # Note: On 21 June 2013, the Company granted share options to certain employees of the Company in order to reward them for contributing to the long term success of the business of the Group and to encourage and motivate them to continue to contribute to the success of the Group. Fair value of share options, measured at the grant date of the options, was determined using the binomial lattice model that is based on the underlying assumptions of one of the commonly used employee option pricing models. The fair values calculated are inherently subjective and uncertain due to the assumptions made and the limitations of the model used. The value of an option varies with different variables of certain subjective assumptions. Any change in variables so adopted may materially affect the estimation of the fair value of an option Sa Sa International Holdings Limited Interim Report /15

7 Share Award Scheme The Share Award Scheme was adopted by the Board on 11 April ( Adoption Date ). Unless terminated earlier by the Board, the Scheme shall be valid for a term of 15 years commencing on the Adoption Date. The maximum number of Shares which may be granted under the Scheme shall not exceed five percent of the total issued Shares from time to time. The number of shares which may be awarded to a selected employee under the Scheme shall not exceed one percent of the total issued Shares from time to time. Since the Adoption Date and up to 30 September, a total of 850,000 shares had been granted under the Scheme representing 0.03% of the Shares in issue 30 September. Purchase, Sale or Redemption of Shares During the six months ended 30 September, there was no purchase, sale or redemption of the Company s listed securities by the Company or any of its subsidiaries, except that the trustee of the Share Award Scheme, pursuant to the rules and trust deed of the Share Award Scheme, purchased on the Stock Exchange a total of 1,450,000 Shares at a total consideration of about HK$8.5 million % 1% , % 850 1,450, /15 61